Revised Nomination Questionnair

[PALM MOD]

This from Elena:

As the majority has approved, could you please, send to all candidates [except the ones that have already sent in their Questionnaire] the revised Questionnaire [attached here in pdf and Word] with the short letter====

Dear Nominee;
Please find attached a revised Questionnaire with Appendix A, in pdf and Word document.
Final date for answering it: November 20th.
Elena Beare, Chair, Nominating Committee, IPS
Larry Noblick, Secretary, IPS

Dean and Liz, could you please post it on PT, for Members only section and on our website? Many thanks

Elena

MOD EDIT: Please note that the so called "Appendix A" is no longer a document in force. After some further discussion, it was decided that it would either undergo extensive revision, or be eliminated entirely for future nominations/elections. We have decided to let it, and any discussion of it, remain here for reference purposes only.

Questionnaire for Candidates, Board of Directors, IPS, 2013.pdf

Questionnaire for Candidates, Board of Directors, IPS, 2013.doc

[sonoranfans]

This from Elena:

As the majority has approved, could you please, send to all candidates [except the ones that have already sent in their Questionnaire] the revised Questionnaire [attached here in pdf and Word] with the short letter====

Dear Nominee;

Please find attached a revised Questionnaire with Appendix A, in pdf and Word document.

Final date for answering it: November 20th.

Elena Beare, Chair, Nominating Committee, IPS

Larry Noblick, Secretary, IPS

Dean and Liz, could you please post it on PT, for Members only section and on our website? Many thanks

Elena

Looks pretty harmless to me...

[Cindy Adair]

I see that the date to return the revised questionnaire has been extended by 5 days to November 20. Thanks to the committee for allowing all potential candidates the extra time! I'm sure it's appreciated by all involved.

We also appreciate the posting of the modified questionnaire for all IPS members on Palmtalk.

[Jerry@TreeZoo]

I am sorry for this overly long post. However, some things are confusing to me about the nominations, elections and duties of the Directors and I thought a complete airing here is appropriate. I have copied the pertinent items out of the By-Laws and also the Questionnaire sent to prospective nominees.

I will put my opinion in "BOLD" after each relevant item in the questionnaire.

ARTICLE V - BOARD OF DIRECTORS
Sec. 1 - The Board of Directors shall consist of not more than 34 directors, including officers, with worldwide representation.

Sec. 2 - All Directors must be notified at least thirty (30) days in advance of Board Meetings. A quorum shall be fifteen (15) Directors and the maximum representation from any given area is eleven (11). All actions of the Directors shall be by a majority of those present at a duly constituted meeting
that meets the requirements stated above.

Sec. 3 - The Directors shall be elected for a four-year term, such terms to be staggered so that approximately half the Directors shall be elected at each Biennial Meeting. A member of The Society should be in good standing for two years before being nominated as an Officer or a Director.

Sec. 4 - Any Officer or Director failing to pay dues shall be dropped from office and may be replaced by another appointed by the Board to fill the unexpired term.

Sec. 5 - The immediate past President shall automatically become a member of the Board for the following two years after the expiration of his term as President.

Sec. 6 - The Directors shall have general charge and direction of the affairs and business of the Society as provided in the Charter VI, the care and management of the Society's funds and other property, with power to invest, reinvest and transfer the same at their discretion.

Sec. 7 - If Officers or Directors are removed for cause including inattention to the conduct of the Society's affairs or general ineptitude in accordance with Charter VI, the vacancies or vacancy so occurring shall be filled by a majority vote of the Directors at their next meeting for the unexpired term of such removed Officers or Directors.

Sec. 8 - The editor or co-editors of Palms and operators of The Seed Bank and Bookstore shall automatically be on the Board of Directors for as long as they are serving the society in this capacity, or by adverse action of the Board of Directors.

Sec. 9 - There shall be an Executive Committee of the Board of Directors. It shall serve at the call of the President and/or Vice-President, who shall serve as Chairman. There shall be at least four other Directors, who shall be appointed from time to time by the President and/or Vice-President. All Directors shall be notified of all Executive Committee meetings and any Director attending shall also be a member of the Executive Committee for that meeting. The minutes and decisions reached and actions recommended at such meeting shall be circulated to non-attending Directors for their approval or disproval. Approval by a sufficient number of Directors which when added to the number serving on the Executive committee at any meeting and constitutes a majority of the Board, shall render actions of the Committee of the same force and effect as actions taken by the full Board of Directors at a duly conducted meeting.

Sec. 10 - All Directors must disclose any and all relationships with service providers to the International Palm Society and no Director or any affiliate of any Director shall be entitled to receive any asset, property or compensation of any kind from the International Palm Society unless approved in advance by the Board of Directors.

ARTICLE VI - NOMINATIONS AND ELECTIONS
Sec. 1 - Immediately following the Biennial Meeting, the Executive Committee shall appoint a five-member Nominating Committee, consisting of present and/or past directors, and at the earliest opportunity announce their names to the general membership.

Sec. 2 - The Nominating Committee shall prepare the slate of Nominees for Directors. Members in good standing may propose candidates for nomination by writing to the Secretary of the Society. It must be accompanied by the written consent of the proposed candidate to serve if nominated by the
committee and elected by the membership, and it must be seconded, in writing, by another member. Each candidate must complete and return a questionnaire provided by the Secretary. If the above conditions are met, the Secretary shall forward the candidate's name to the Nominating Committee for consideration of being selected as a nominee on the final ballot.

The Nominating Chairman will obtain from the Secretary a tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide.

Sec. 3 - Voting for Directors by our membership shall be by mail only. Ballots shall be mailed in time for the results to be announced at the Biennial Meeting.

Sec. 4 - Officers are to be selected and nominated from members of the Board of Directors, both those presently serving and newly elected Directors. They will be elected by a majority vote of the Board of
Directors, during the first Biennial Meeting.

Sec. 5 - Newly elected Officers and Directors shall take office immediately after the close of the Biennial Meeting at which they were elected. A meeting of the new Board of Directors shall then be held for the approval of newly appointed committees. The newly elected Officers and Directors may be invited to observe at the last meeting of their predecessors.

`The International Palm Society ("IPS")

BOARD CANDIDATE QUESTIONNAIRE

If you are interested in being considered for a four (4) year term as a director, please complete this application and return it to The Secretary of the IPS, Dr. Larry Noblick, via email to: Larryn@montgomerybotanical.org as well as The Nomination Committee, Attn: Elena Beare, Chair, via email to: gelenabeare@adinet.com.uy.

Name:

Address:

Mailing Address (if different from address above):

Phone Number: Fax Number:

Email Address:

Biography: Please provide a resume.

1. When did you join the IPS?

2. Have you been a member in good standing for the past two (2) years from the date of your nomination & second?

3. Please describe your personal & professional experience with nonprofit organizations.

4. Have you served on similar board of directors or have professional executive experience? Please provide details of experience and dates of service.

5. What special talents and skills do you have that will uniquely benefit the operations or governance of the IPS?

6. Are you able to serve in an executive function now or in the future?

7. Are you aware that attendance is considered essential?

Nowhere in the By-Laws can I find any mention of Essential or mandatory attendance. Inattention to the conduct of the Society's affairs can bring about suspension, though. Something for both nominees and incumbents to consider.

8. Are you aware that international traveling is an integral part of the annual meetings, and Directors must be prepared to cover their own travel expenses?

There are no "annual" meetings, only "Biennial Meetings" are called for in the By Laws and the meetings called for in between can be purely "electronic".

9. Please identify your capabilities and interests by marking the items that apply below:

i. Secretary or Treasurer ix. Nominations

ii. Editorial and Endowment publishing x. Website/Palm Talk

iii. Public relations and Marketing xi. Biennial guidelines

xii. Investigative travel

iv. Membership and xiii. Coordinate / Support affiliate relations staff

v. Negotiations and xiv. Lectures, Public finance speaking

vi. Risk Management xv. Webinar background

vii. By-laws and Policies xvi. Other

viii. Research and Audit

10. Are you able to participate in conference/group calls in English on a regular basis?

11. If serving on a committee, do you have the time and personal resources to see a project through for decisions to be made by the Board?

Numbers 9, 10 and 11 might be useful to a President when assigning committees but is completely irrelevant to the nominating process.

Goals for the IPS:

*You must be a Member in good standing for the past two (2) years to be considered to serve on the Board. Please review the attached Exhibit A Requirements for IPS Board of Directors.

By Submittal of the above, I agree to the Director Requirements as stated in

Exhibit A and I do solemnly swear that the above is true and correct to the best of my knowledge.

The requirements set out in Exhibit A are to be found nowhere in the By Laws and have been made up out of whole cloth. To be forced to agree and swear to them is, for lack of a better word, outrageous.

Exhibit A

Director Requirements:

1. Participation in the Board Meetings, unless excused in advance by the President.

Not in the By Laws.

2. Ability to respond within 48 hours on all Board related correspondence.

Not in the By Laws.

3. Mandatory participation on a Committee.

Not in the By Laws.

4. Ability to travel to Board Meetings annually.

Not in the By Laws.

5. Active participation with the local region affiliate.

Not in the By Laws.

6. Take an active role in the business and affairs of the IPS.

7. Market and actively solicit membership in the IPS.

8. Conduct yourself in a professional manner at all times.

9. Be an ambassador for Palms and the IPS.

10. Integrity. Directors should have proven integrity and be of the highest ethical character and share the values of the IPS.

11. Reputation. Directors should have reputations, personal and professional, consistent with the IPS image and reputation.

12. Judgment. Directors should have the ability to exercise sound business judgment on a broad range of issues.

13. Knowledge. Directors should be financially literate and have a sound understanding of business strategy, business environment, corporate governance and board operations.

Not in the By Laws.

14. Experience. In selecting Directors, the Board should generally seek

active and former CEOs, CFOs, international operating executives, and presidents of large and complex divisions of publicly held companies, and leaders of major complex organizations, including scientific, accounting, government, educational and other nonprofit institutions. Directors should have experience in assessing risks associated with business and strategic decisions.

Not in the By Laws!!!!

15. Maturity. Directors should value board and team performance over individual performance, possess respect for others and facilitate superior board performance.

16. Commitment. Directors should be able and willing to devote the required amount of time to the affairs of the IPS, including preparing for and attending meetings of the Board and its

committees. Directors should be actively involved in the Board and its decision-making.

17. Skills. Directors should be selected so that the Board has an appropriate mix of skills in core areas such as: accounting and

Finance, technology, management, marketing, crisis management, strategic planning, international markets and industry knowledge.

Not in the By Laws!!!

18. Track Record. Directors should have a proven track record of excellence in their field.

Not in the By Laws.

19. Diversity. Directors should be selected so that the Board of

Directors is a diverse body, with diversity reflecting gender, ethnic background, country of citizenship and professional experience.

Not in the By Laws. This is completely outrageous in my opinion.

20. Independence. Directors should be independent in their thought and judgment and be committed to represent the long-term interests of all of the IPS members.

*********************************************************************************************************************************************************

The criteria for choosing the slate of nominees is stated in the by laws. "A member of The Society should be in good standing for two years before being nominated as an Officer or a Director."

"Sec. 2 - The Nominating Committee shall prepare the slate of Nominees for Directors. Members in good standing may propose candidates for nomination by writing to the Secretary of the Society. It must be accompanied by the written consent of the proposed candidate to serve if nominated by the

committee and elected by the membership, and it must be seconded, in writing, by another member. Each candidate must complete and return a questionnaire provided by the Secretary. If the above conditions are met, the Secretary shall forward the candidate's name to the Nominating Committee for consideration of being selected as a nominee on the final ballot.

The Nominating Chairman will obtain from the Secretary a tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide."

Please note that the questionnaire prepared by the Secretary is only one of the criteria for forwarding names to the nominating committee. The questionnaire IS NOT to be used as a means of eliminating nominees. Once the conditions of being in good standing with the IPS, the two nominating letters and acceptance letter, the answering of a questionnaire are met the ONLY criteria for the nominating committee to use is from the " tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide." The nomcom cannot remove a nominee from the slate of ballots for any other reason than the regional tally, the only guideline provided in the By Laws. It does not matter how a nominee answers any questionnaire, only that the questionnaire (written in accordance to the By Laws) is answered.

I call for the Secretary to immediately rescind his questionnaire and especially his Exhibit A Requirements.

I call for the Chair of the Nominating Committee to immediately disregard any answers to the Secetary's Questionnaire she may have received and to ask the Secretary for a new one, conforming to the By Laws.

I call for the President to immediately take these matters into hand and instruct the Secretary and Nominating Committees to act according to the By Laws and only the By Laws. Further, because this has thrown the entire election process into confusion, I ask for these actions to be taken place in a public manner and be published as quickly as possible, here in this forum, so that the greatest amount of IPS members can be informed in a timely fashion.

[bgl]

Jerry,

Thanks for your all research and your common sense comments. Common sense can go a long way. Assuming one subscribes to the concept of common sense!

Bo-Göran

[doranakandawatta]

....because this has thrown the entire election process into confusion, I ask for these actions to be taken place in a public manner and be published as quickly as possible, here in this forum, so that the greatest amount of IPS members can be informed in a timely fashion.

Yes please, we ask too!

this is coir factory in Sri Lanka, not the IPS nomination process...

[Kim]

We should not forget that the Nominations Committee has in fact made some revisions. They have listened and been responsive. I would take this as a signal that the opportunity exists for a more civil tone to be imbued in the questionnaire and list of duties that will foster mutual respect.

[_Keith]

I am sorry for this overly long post. However, some things are confusing to me about the nominations, elections and duties of the Directors and I thought a complete airing here is appropriate. I have copied the pertinent items out of the By-Laws and also the Questionnaire sent to prospective nominees.

I will put my opinion in "BOLD" after each relevant item in the questionnaire.

ARTICLE V - BOARD OF DIRECTORS

Sec. 1 - The Board of Directors shall consist of not more than 34 directors, including officers, with worldwide representation.

Sec. 2 - All Directors must be notified at least thirty (30) days in advance of Board Meetings. A quorum shall be fifteen (15) Directors and the maximum representation from any given area is eleven (11). All actions of the Directors shall be by a majority of those present at a duly constituted meeting

that meets the requirements stated above.

Sec. 3 - The Directors shall be elected for a four-year term, such terms to be staggered so that approximately half the Directors shall be elected at each Biennial Meeting. A member of The Society should be in good standing for two years before being nominated as an Officer or a Director.

Sec. 4 - Any Officer or Director failing to pay dues shall be dropped from office and may be replaced by another appointed by the Board to fill the unexpired term.

Sec. 5 - The immediate past President shall automatically become a member of the Board for the following two years after the expiration of his term as President.

Sec. 6 - The Directors shall have general charge and direction of the affairs and business of the Society as provided in the Charter VI, the care and management of the Society's funds and other property, with power to invest, reinvest and transfer the same at their discretion.

Sec. 7 - If Officers or Directors are removed for cause including inattention to the conduct of the Society's affairs or general ineptitude in accordance with Charter VI, the vacancies or vacancy so occurring shall be filled by a majority vote of the Directors at their next meeting for the unexpired term of such removed Officers or Directors.

Sec. 8 - The editor or co-editors of Palms and operators of The Seed Bank and Bookstore shall automatically be on the Board of Directors for as long as they are serving the society in this capacity, or by adverse action of the Board of Directors.

Sec. 9 - There shall be an Executive Committee of the Board of Directors. It shall serve at the call of the President and/or Vice-President, who shall serve as Chairman. There shall be at least four other Directors, who shall be appointed from time to time by the President and/or Vice-President. All Directors shall be notified of all Executive Committee meetings and any Director attending shall also be a member of the Executive Committee for that meeting. The minutes and decisions reached and actions recommended at such meeting shall be circulated to non-attending Directors for their approval or disproval. Approval by a sufficient number of Directors which when added to the number serving on the Executive committee at any meeting and constitutes a majority of the Board, shall render actions of the Committee of the same force and effect as actions taken by the full Board of Directors at a duly conducted meeting.

Sec. 10 - All Directors must disclose any and all relationships with service providers to the International Palm Society and no Director or any affiliate of any Director shall be entitled to receive any asset, property or compensation of any kind from the International Palm Society unless approved in advance by the Board of Directors.

ARTICLE VI - NOMINATIONS AND ELECTIONS

Sec. 1 - Immediately following the Biennial Meeting, the Executive Committee shall appoint a five-member Nominating Committee, consisting of present and/or past directors, and at the earliest opportunity announce their names to the general membership.

Sec. 2 - The Nominating Committee shall prepare the slate of Nominees for Directors. Members in good standing may propose candidates for nomination by writing to the Secretary of the Society. It must be accompanied by the written consent of the proposed candidate to serve if nominated by the

committee and elected by the membership, and it must be seconded, in writing, by another member. Each candidate must complete and return a questionnaire provided by the Secretary. If the above conditions are met, the Secretary shall forward the candidate's name to the Nominating Committee for consideration of being selected as a nominee on the final ballot.

The Nominating Chairman will obtain from the Secretary a tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide.

Sec. 3 - Voting for Directors by our membership shall be by mail only. Ballots shall be mailed in time for the results to be announced at the Biennial Meeting.

Sec. 4 - Officers are to be selected and nominated from members of the Board of Directors, both those presently serving and newly elected Directors. They will be elected by a majority vote of the Board of

Directors, during the first Biennial Meeting.

Sec. 5 - Newly elected Officers and Directors shall take office immediately after the close of the Biennial Meeting at which they were elected. A meeting of the new Board of Directors shall then be held for the approval of newly appointed committees. The newly elected Officers and Directors may be invited to observe at the last meeting of their predecessors.

`The International Palm Society ("IPS")

BOARD CANDIDATE QUESTIONNAIRE

If you are interested in being considered for a four (4) year term as a director, please complete this application and return it to The Secretary of the IPS, Dr. Larry Noblick, via email to: Larryn@montgomerybotanical.org as well as The Nomination Committee, Attn: Elena Beare, Chair, via email to: gelenabeare@adinet.com.uy.

Name:

Address:

Mailing Address (if different from address above):

Phone Number: Fax Number:

Email Address:

Biography: Please provide a resume.

1. When did you join the IPS?

2. Have you been a member in good standing for the past two (2) years from the date of your nomination & second?

3. Please describe your personal & professional experience with nonprofit organizations.

4. Have you served on similar board of directors or have professional executive experience? Please provide details of experience and dates of service.

5. What special talents and skills do you have that will uniquely benefit the operations or governance of the IPS?

6. Are you able to serve in an executive function now or in the future?

7. Are you aware that attendance is considered essential?

Nowhere in the By-Laws can I find any mention of Essential or mandatory attendance. Inattention to the conduct of the Society's affairs can bring about suspension, though. Something for both nominees and incumbents to consider.

8. Are you aware that international traveling is an integral part of the annual meetings, and Directors must be prepared to cover their own travel expenses?

There are no "annual" meetings, only "Biennial Meetings" are called for in the By Laws and the meetings called for in between can be purely "electronic".

9. Please identify your capabilities and interests by marking the items that apply below:

i. Secretary or Treasurer ix. Nominations

ii. Editorial and Endowment publishing x. Website/Palm Talk

iii. Public relations and Marketing xi. Biennial guidelines

xii. Investigative travel

iv. Membership and xiii. Coordinate / Support affiliate relations staff

v. Negotiations and xiv. Lectures, Public finance speaking

vi. Risk Management xv. Webinar background

vii. By-laws and Policies xvi. Other

viii. Research and Audit

10. Are you able to participate in conference/group calls in English on a regular basis?

11. If serving on a committee, do you have the time and personal resources to see a project through for decisions to be made by the Board?

Numbers 9, 10 and 11 might be useful to a President when assigning committees but is completely irrelevant to the nominating process.

Goals for the IPS:

*You must be a Member in good standing for the past two (2) years to be considered to serve on the Board. Please review the attached Exhibit A Requirements for IPS Board of Directors.

By Submittal of the above, I agree to the Director Requirements as stated in

Exhibit A and I do solemnly swear that the above is true and correct to the best of my knowledge.

The requirements set out in Exhibit A are to be found nowhere in the By Laws and have been made up out of whole cloth. To be forced to agree and swear to them is, for lack of a better word, outrageous.

Exhibit A

Director Requirements:

1. Participation in the Board Meetings, unless excused in advance by the President.

Not in the By Laws.

2. Ability to respond within 48 hours on all Board related correspondence.

Not in the By Laws.

3. Mandatory participation on a Committee.

Not in the By Laws.

4. Ability to travel to Board Meetings annually.

Not in the By Laws.

5. Active participation with the local region affiliate.

Not in the By Laws.

6. Take an active role in the business and affairs of the IPS.

7. Market and actively solicit membership in the IPS.

8. Conduct yourself in a professional manner at all times.

9. Be an ambassador for Palms and the IPS.

10. Integrity. Directors should have proven integrity and be of the highest ethical character and share the values of the IPS.

11. Reputation. Directors should have reputations, personal and professional, consistent with the IPS image and reputation.

12. Judgment. Directors should have the ability to exercise sound business judgment on a broad range of issues.

13. Knowledge. Directors should be financially literate and have a sound understanding of business strategy, business environment, corporate governance and board operations.

Not in the By Laws.

14. Experience. In selecting Directors, the Board should generally seek

active and former CEOs, CFOs, international operating executives, and presidents of large and complex divisions of publicly held companies, and leaders of major complex organizations, including scientific, accounting, government, educational and other nonprofit institutions. Directors should have experience in assessing risks associated with business and strategic decisions.

Not in the By Laws!!!!

15. Maturity. Directors should value board and team performance over individual performance, possess respect for others and facilitate superior board performance.

16. Commitment. Directors should be able and willing to devote the required amount of time to the affairs of the IPS, including preparing for and attending meetings of the Board and its

committees. Directors should be actively involved in the Board and its decision-making.

17. Skills. Directors should be selected so that the Board has an appropriate mix of skills in core areas such as: accounting and

Finance, technology, management, marketing, crisis management, strategic planning, international markets and industry knowledge.

Not in the By Laws!!!

18. Track Record. Directors should have a proven track record of excellence in their field.

Not in the By Laws.

19. Diversity. Directors should be selected so that the Board of

Directors is a diverse body, with diversity reflecting gender, ethnic background, country of citizenship and professional experience.

Not in the By Laws. This is completely outrageous in my opinion.

20. Independence. Directors should be independent in their thought and judgment and be committed to represent the long-term interests of all of the IPS members.

*********************************************************************************************************************************************************

The criteria for choosing the slate of nominees is stated in the by laws. "A member of The Society should be in good standing for two years before being nominated as an Officer or a Director."

"Sec. 2 - The Nominating Committee shall prepare the slate of Nominees for Directors. Members in good standing may propose candidates for nomination by writing to the Secretary of the Society. It must be accompanied by the written consent of the proposed candidate to serve if nominated by the

committee and elected by the membership, and it must be seconded, in writing, by another member. Each candidate must complete and return a questionnaire provided by the Secretary. If the above conditions are met, the Secretary shall forward the candidate's name to the Nominating Committee for consideration of being selected as a nominee on the final ballot.

The Nominating Chairman will obtain from the Secretary a tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide."

Please note that the questionnaire prepared by the Secretary is only one of the criteria for forwarding names to the nominating committee. The questionnaire IS NOT to be used as a means of eliminating nominees. Once the conditions of being in good standing with the IPS, the two nominating letters and acceptance letter, the answering of a questionnaire are met the ONLY criteria for the nominating committee to use is from the " tally of membership according to regional distribution of members and use this as a guideline to obtaining and selecting representation worldwide." The nomcom cannot remove a nominee from the slate of ballots for any other reason than the regional tally, the only guideline provided in the By Laws. It does not matter how a nominee answers any questionnaire, only that the questionnaire (written in accordance to the By Laws) is answered.

I call for the Secretary to immediately rescind his questionnaire and especially his Exhibit A Requirements.

I call for the Chair of the Nominating Committee to immediately disregard any answers to the Secetary's Questionnaire she may have received and to ask the Secretary for a new one, conforming to the By Laws.

I call for the President to immediately take these matters into hand and instruct the Secretary and Nominating Committees to act according to the By Laws and only the By Laws. Further, because this has thrown the entire election process into confusion, I ask for these actions to be taken place in a public manner and be published as quickly as possible, here in this forum, so that the greatest amount of IPS members can be informed in a timely fashion.

Agreed.

I don't think there are any evil or ill-meaning people here. I have seen this many times before where an officer or committee goes off trying to do something as "they" interpret it without studying the by-laws and policy that preceded them, most importantly studying why those by-laws and policies were put in place. Those old documents sometimes are unintentionally or in some case intentionally ignored by people in the name of progress or efficiency. And often the price in paid in the way of unintended consequences. And sometimes there is a need to revise those old documents, but there is a process to do that. It is many times a painful process, and it is meant to be a painful process. That is what minimized those unintentional consequences and is also what makes them meaningful in the first place.

[Toby]

I am sure this questionnaire was prepared only with the best intentions, however, I do think the document is flawed for a number of reasons, many of which Jerry has already pointed out. I take particular issue with Exhibit A and the requirement to agree to it, to sign it and solemnly swear truthfulness. Sorry, but this does not sound like a questionnaire, more like something required by a court.
- The IPS conducts most of its business by e-mail. Since when are we required to sign documents? The entire rest of the nomination process has been done by e-mail exclusively.
- I think some of the points in Exhibit A could be desirable for our BOD, I do not feel that this really represents what the board of the IPS is about, however, it seems to be more a very individual view. At best, these could be recommendations, and they should be worded accordingly.
- If the points in Exhibit A are to be requirements, we need to amend the bylaws accordingly. The nominations committee is not a suitable body to make such decisions.
- I do not like the tone of most of the questionnaire and again I do not think this is how the board of the IPS normally conducts business. I am missing any fun and enthusiasm, which is why I have been on the board since 2002.

My recommendation to all who need to fill this out to be successfully nominated as per our bylaws is:
Fill out what you feel comfortable with and void the rest. Our bylaws require that you return the completed questionnaire, not that your sign it or swear anything. I am 100% sure the nominations committee will not cancel your nomination on this issue.

My recommendation to the nominations committee would be to scrap Exhibit A and the requirement to agree to it. We must have a board discussion and vote on the issue, which can hardly be done before the upcoming deadline for nominations.

Best, TOBY

[_Keith]

And yet another director speaks out concerning a committee's changing of the rules. It would seem appropriate for this committee to step back and start from scratch. Either the process should continue as it has in the past with or the committee should put all of these changes in a concise document and submit to the board as a motion to act.

[LJG]

We should not forget that the Nominations Committee has in fact made some revisions. They have listened and been responsive. I would take this as a signal that the opportunity exists for a more civil tone to be imbued in the questionnaire and list of duties that will foster mutual respect.

Thank you Kim. You seem to have a professional approach to how you conduct your business here. If only we all did.

[Jerry@TreeZoo]

For an update on the issues I brought up on the Questionnaire:

I received a few emails from (IPS) people assuring me they read my post/email but that no action would be taken now (before this election). The issues were delegated to the legal and by-law committees and might be taken up next year.

[Toby]

Jerry, I am sure the problem will be addressed and resolved with the participation of the whole board, before or at the next meeting in Florida. Your points were heard and will be taken into consideration, I am very sure.

Best, TOBY